X0303 4 2009-10-01 0001129633 PHOENIX COMPANIES INC/DE PNX 0001216405 GRAY ANN MAYNARD ONE AMERICAN ROW HARTFORD CT 06102-5056 1 Restricted Stock Units (Director Retainer) 0 2009-10-01 4 A 0 4997.896 0 A Common 4997.896 62995.567 D Stock Option (Right to Buy) 13.9824 2003-06-25 Common 15886 15886 D In accordance with the Company's 2003 Restricted Stock, Restricted Stock Unit and Long-Term Incentive Plan as approved by the shareholders, the Reporting Person received the reported Restricted Stock Units ("RSUs") as a portion of the Reporting Person's compensation as a member of the Board of Directors. Each RSU represents the right to receive one share of common stock and the underlying shares of common stock will be issued, without consideration, following the termination of the Reporting Person's service as a member of the Board of Directors. The number of options to purchase shares of Company stock and the exercise price thereof covered by this grant have been adjusted arising out of the Company's spin-off, effective December 31, 2008, of its former subsidiary, Virtus Investment Partners, Inc. The options may be exercised until the earlier of: (a) three years after the termination of service on the Board of Directors; or (b) the tenth anniversary of the date the option was granted. /s/ John H. Beers, Attorney-in-Fact 2009-10-02